This is the formal Minute of a Directors' Special Resolution to repeal the company's present Constitution/ Memorandum of Association and Articles of Association, and in its/their place adoption of the document titled Constitution which is to be attached to the Minute.

As from 1 July 1998 all new companies have constitutions. The memorandum and articles of association of existing companies were on that date deemed by the Corporations Law to be their constitutions, unless and until those companies adopted a new constitution.

The Corporations Act 2001 (cth) replaced the Corporations Law as the Commonwealth Act regulating companies. The Corporations Act 2001 (cth) contains Replaceable Rules which are included in a proprietary (pty) company's constitution unless expressly excluded. It is recommended that every company should replace its memorandum of association and articles of association with a new constitution.
A private (pty) company may simply rely on the Replaceable Rules as its constitution but this is not recommended.

This Minute of Special Resolution of Shareholders for Constitution has attached:

1. Notes specific to adopting a new constitution
2. Checklist for adopting a new constitution